Common use of Purchase, Sale and Delivery of Offered Securities Clause in Contracts

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 per share, the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company hereby agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 per share[ ] % (being the issue price net of a commission of [ ]%) of the principal amount thereof plus accrued interest from [First Closing Date], 2020 to the relevant Closing Date, the respective numbers principal amount of Firm Securities set forth opposite the names name of the Underwriters in Schedule B heretoA hereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Selling Stockholders Company will deliver the Firm Securities to or The Trustee as instructed by the Representatives custodian for The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal the United States federal (same day) funds by official bank check or checks or wire transfer to an account account(s) at a bank bank(s) acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 9:30 A.M., New York time, on August 16[ ], 2013, 2020 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. .” In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than within a period of 30 days subsequent to after the date of the Final Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Option Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Option Securities at the purchase price per principal amount of Offered Securities (including any accrued interest thereon to but excluding the related Optional SecuritiesClosing Date) set forth in Section 3 hereof. Such Optional Option Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by reflect the Underwritersminimum denomination of the Offered Securities). No Optional Option Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Option Securities or any portion thereof may be exercised at any time in whole, or from time to time not more than 30 days subsequent to the date of the Final Prospectus in part, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Option Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Option Securities is given. The Selling Stockholders Company will deliver the Optional Option Securities being purchased on each Optional Closing Date to or the Trustee as instructed by the Representatives custodian for DTC for the accounts respective account of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore (plus any accrued interest to but excluding the related Optional Closing Date) in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPCompany. The Optional Firm Securities being purchased on and Option Securities to be delivered to each Optional Underwriter shall be delivered in the form of one or more permanent global securities in definitive form (the “Global Securities”) deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC, and in such denominations and registered in such names as the Representatives may request in writing not later than one full business day prior to the First Closing Date or evidence Optional Closing Date, as the case may be. The purchase price (plus any accrued interest, if any) payable by the Underwriters shall be reduced by (i) any transfer taxes duly paid by, or on behalf of, the Underwriters in connection with the transfer of their issuance the Offered Securities to the Underwriters and (ii) any withholding required by law, and shall include accrued interest, if any, to the date of payment and delivery. The Company will cause the Global Securities to be made available for checking inspection at least 24 hours prior to the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such First Closing Date or Optional Closing Date, as the case may be.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 12.80 per share, the respective numbers number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, each Selling Shareholder agrees, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholder, at a purchase price of $12.80 per share, the respective number of Firm Securities set forth opposite the names of the Selling Shareholder in Schedule B hereto. The Selling Stockholders Sellers will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account or accounts at a bank or banks acceptable to the Representatives drawn to the order of the respective Company and each Selling Stockholders Shareholder, as applicable, at the office of Xxxxx Ropes & Xxxx & Xxxxxxxx LLPLLP (unless another place shall be agreed upon by the Representatives and the Company), at 9:00 A.M.a.m., New York time, on August 16June 17, 20132021, or at such other time not later than seven full business days thereafter as the Representatives and the Company Sellers determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 l under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Ropes & Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time on not more than 30 days subsequent to the date of the Final Prospectus two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, Company at the above office of Xxxxx Ropes & Xxxx & Xxxxxxxx LLPLLP (unless another place shall be agreed upon by the Representatives and the Company). The Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Ropes & Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 16.549 per share, the respective numbers that number of Firm Offered Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. Certificates in negotiable form for securities subject to the Repurchase to be sold by EIF under the Purchase Agreement on the Closing Date (as defined below) have been placed in custody with the Company, for delivery under the Purchase Agreement. The Selling Stockholders Company will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives Representative drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, the Company at 9:00 A.M., New York time, on August November 16, 20132004, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First "Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm certificates for the Offered Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP the Company at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 US$[·] per shareADS, the respective numbers that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B heretoA hereto (rounded up or down, as determined by the Representatives in their sole discretion, in order to avoid fractions). The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the DTC in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLPCompany, at 9:00 [·] A.M., New York time, on August 16, 20132020, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security ADS to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Company and the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company and the Selling StockholdersShareholder, at a purchase price of $6.6656 14.88 per shareADS (representing the initial public offering price less underwriting commissions and concessions), the respective numbers number of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof (rounded up or down at the discretion of the Representatives to avoid fractions). Executed transfer forms for the Offered Shares represented by the Offered Securities to be sold by the Selling Shareholder hereunder have been placed in custody, for delivery under this Agreement, under a Custody Agreements made with the Company, as the Custodian. The Selling Stockholders Shareholder agrees that the Offered Shares represented by the transfer forms held in custody for the Selling Shareholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law or the occurrence of any other event. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of DTC in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Company (for itself and as Custodian for the Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, Shareholder) at 9:00 A.M.a.m., New York U.S. Eastern time, on August 16April 7, 20132009, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at 18/F, the Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Custodian from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security ADS to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, Shareholder agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCustodian. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, as Custodian of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPShareholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersStockholder, at a purchase price of $6.6656 27.01 per share, that number of Firm Securities (rounded up or down, as determined by the respective numbers Representative in its discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the names name of such Selling Stockholder in Schedule A hereto by a fraction the Underwriters numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of such Selling Stockholder in the respective Selling Stockholders amount set forth on Schedule A, at the office of Xxxxx Xxxx & Xxxxxxxx LLPBxxxx Bxxxx L.L.P., at 9:00 10:00 A.M., New York time, on August 16June 6, 2013, 2022 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject (a) Subject to the terms and conditions herein set forth hereinforth, (x) each of the Selling Stockholders agrees, severally Forward Seller (with respect to the Borrowed Underwritten Shares) and not jointly, the Company (with respect to any Company Top-Up Underwritten Shares) agrees to issue (in the case of the Company) and sell to each of the Underwriters, and each of the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany or the Forward Seller, as applicable, at a purchase price per share of $6.6656 per share42.70, the respective numbers number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters A hereto and (y) in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may shall have the right to purchase all or less than all of the up to 1,518,000 Optional Securities from the Forward Seller at the purchase price per Security to be paid share set forth in clause (x), for the sole purpose of covering sales of shares in excess of the number of Firm Securities, less ; provided that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and but not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of payable on such Optional Securities (subject the “Option Purchase Price”). The Representatives may exercise this right on behalf of the Underwriters in whole or from time to such adjustments to eliminate fractional shares as you may determine) that bears time in part not later than 30 calendar days after the same proportion date of this Agreement by written notice to the total Company and the Forward Seller. Such exercise notice shall specify the number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold Underwriters and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and on which such shares are to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as purchased (an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Option Closing Date”), shall ; provided that such Option Closing Date must be determined by at least one business day after the Representatives but shall written notice is given and may not be not earlier than the Closing Date for the Firm Securities nor later than five full ten business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance date of such Optional Closing Datenotice.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Dealers agree to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersDealers, at a purchase price of $6.6656 65.00 per shareshare (which shall be the same price at which the Representatives offer the Offered Securities to the public), the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B I hereto. The Selling Stockholders Dealers will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders [ ] at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 11:30 A.M., New York City time, on August 16December 22, 20132004, or at such other time not later than seven full business days thereafter as the Representatives and the Company Dealers determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company Company, Uniserv and the Selling Stockholders Dealers from time to time not more than 30 days subsequent to the date of the Final ProspectusProspectus Supplement, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, The Dealers agree to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company Dealers and the Selling StockholdersUniserv. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives but shall be not be earlier than three business days, and not be later than five full business days after written notice of election to purchase Optional Securities is given, provided, however, the Optional Closing Date and the First Closing Date may be the same date so long as such written notice is given no later than one full business day prior to the First Closing Date. The Selling Stockholders Dealers will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling StockholdersDealers, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxxx. The In connection with the purchase of Firm Securities, the Dealers will borrow, on the First Closing Date, and sell under the Registration Statement from time to time, Additional Securities consisting of 877,000 Ordinary Shares. If, and to the extent, the Underwriters exercise their option to purchase Optional Securities being purchased on any Closing Date, the Dealers will increase the number of Additional Securities by up to an additional 132,000 Ordinary Shares in approximately the same proportion as the purchase of Optional Securities on such Closing Date bears to the total number of Optional Securities available for purchase by the Underwriters. As compensation for the Underwriters' commitments hereunder, Uniserv shall, on each Optional Closing Date, pay to the Representatives for the Underwriters' proportionate accounts the sum of (i) $2.925 per share times the total number of Offered Securities purchased by the Underwriters on each such Closing Date or evidence and (ii) $0.4875 per share times the increase in the Additional Shares on each such Closing Date (or, if the First Closing Date, the number of their issuance will Additional Shares on the First Closing Date). Such payment shall be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional on each Closing Date; provided that the Underwriters, the Dealers and Uniserv agree that any such amounts may be reduced by the amount the Dealers are obligated to fund as loans under the Collar Transactions in relation to such Closing Date and the Dealers shall separately pay the Representatives such amounts on behalf of Uniserv.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Company and the Parent Selling Stockholders agreesStockholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Parent Selling StockholdersStockholder, at a purchase price of $6.6656 $ per share, that number of Firm Securities (rounded up or down, as determined by the respective numbers Representative in its discretion, in order to avoid fractions) obtained by multiplying Firm Securities in the case of the Company and Firm Securities in the case of the Parent Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Parent Selling Stockholders Stockholder will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of in the respective Selling Stockholders case of shares of Firm Securities and in the case of shares of Firm Securities, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal . The Company agrees to any dividends or distributions declared by the Company issue and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesRepresentative, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each of the Selling Stockholders agrees, Shareholder agree severally and not jointly, jointly to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and each Selling Stockholders, at a purchase price of $6.6656 per share, Shareholder the respective numbers of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule B A hereto. The Company and each Selling Stockholders Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and the/each Selling Shareholder, that number of shares of Firm Stock (rounded up or down, as determined by Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying [3,000,000] shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock The purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Stock will be $[ ] per share (the “Purchase Price”). The Company and the Selling Shareholders, will deliver the Firm Securities Stock to or as instructed by the Representatives Representative for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the RepresentativesCompany and the Selling Shareholders given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account accounts at a bank banks acceptable to the Representatives drawn Xxxxx payable to the order of the respective Company and the Selling Stockholders Shareholders for the Firm Stock sold by them all at the office offices of Xxxxx Xxxx & Xxxxxxxx LLPDLA Piper LLP (US). Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on August 16[ ], 20132009, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Firm Stock may be varied by agreement among the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In additionCompany, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to Shareholders and Xxxxx. For the date purpose of covering any over-allotments in connection with the distribution and sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by Optional Stock shall be the Company and payable on the Firm Securities and not the Optional SecuritiesPurchase Price. Each Selling Stockholder agrees, severally and not jointly, Contego agrees to sell to the Underwriters the number of shares of Optional Securities Stock specified in such notice (subject to such adjustments adjustment by Xxxxx to eliminate fractional shares as you may determine) that bears the same proportion to the total number of fractions). Such shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities Stock shall be purchased from Contego for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives Xxxxx to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Xxxxx to the Company and Contego. The option granted hereby may be exercised by written notice being given to the Selling Stockholders. Each Company and Contego by Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriter and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by the Representatives but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Option Closing Date and the Closing Date are herein called the “Closing Dates.” Contego will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable such names and in such denominations as the Representative may direct by notice in writing to the RepresentativesCompany and Contego given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn Xxxxx payable to the order of Contego for the Selling StockholdersOptional Stock sold by it, all at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLPDLA Piper LLP (US). Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Optional Securities being purchased on each Optional Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement among the Company, Contego and Xxxxx. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, the Selling Shareholder agrees to sell to each of the Selling Stockholders agreesseveral Underwriters, severally and not jointly, to sell to each of the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersShareholder, at a purchase price of $6.6656 117.70 per shareshare (the “Purchase Price”), the respective numbers number of the Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. Subject to the sale of the Offered Securities by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters, the number of Repurchase Shares specified herein at the Purchase Price, as described in the General Disclosure Package and the Final Prospectus. The Selling Stockholders Shareholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn Underwriters as specified by the Selling Shareholder to the order of Underwriters at least 24 hours prior to the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLPFirst Closing Date (as defined below), at 9:00 9:30 A.M., New York time, on August 16May 3, 20132021, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Selling Shareholder determine, such time being herein referred to as the “First Closing Date”.” In addition, subject to the sale of the Firm Securities by the Selling Shareholder to the Underwriters in compliance with the terms of this Agreement, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in federal (same day) funds by wire transfer to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the First Closing Date. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon not less than two business days written notice from the Representatives Underwriters given to the Company and the Selling Stockholders Shareholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, Shareholder agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter the several Underwriters in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s Underwriters’ name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Underwriters to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Shareholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Underwriters as specified by the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPShareholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date. Without limiting the applicability of this Section 4 hereof or any other provision of this Agreement, with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Offered Securities being sold by the Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any securities attributable to such client (with any such shares instead being allocated and sold to the other Underwriters) and, accordingly, the fees or other amounts received by such Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to such client.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersStockholder, at a purchase price of $6.6656 29.96625 per share, the respective numbers number of Firm Securities set forth below the name of such Selling Stockholder and opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives through the facilities of DTC for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account specified by such Selling Stockholder and at a bank acceptable to the Representatives drawn Representatives. The documents to the order of the respective Selling Stockholders be delivered hereunder on such Closing Date shall be delivered at the office of Cravath, Swaine & Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16November 18, 20132008, or at such other time not later than seven full business days thereafter as the Representatives and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, Xxxxxx Corp agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Xxxxxx Corp will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank specified by Xxxxxx Corp and acceptable to the Representatives drawn to the order of the Selling StockholdersRepresentatives, at the above office of Cravath, Swaine & Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 5.362 per share, the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16December 5, 20132016, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agreesShareholder, severally and not jointly, agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from each Selling Shareholder, as the Selling Stockholderscase may be, at a purchase price of $6.6656 15.30 per share, the respective numbers number of Firm Securities set forth opposite the their respective names of the Underwriters in on Schedule A or B hereto, as applicable. The Selling Stockholders Shareholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the respective each Selling Stockholders Shareholder at the New York office of Xxxxx Xxxx & Xxxxxxxx Sidley Austin LLP, at 9:00 10:00 A.M., New York time, on August 16November 25, 20132014, or at such other time not later than seven full business days thereafter as the Representatives Representative, the Company and the Company Selling Shareholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less provided that the purchase price per Optional Security shall be reduced by an amount per share security equal to any dividends or distributions declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each The Selling Stockholder agreesShareholders, severally and not jointly, agree to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice in the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Firm Securities set forth opposite each Selling Shareholder’s name in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agreeFirm Securities (subject to adjustment by the Representative to eliminate fractions) and each Underwriter agrees, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name in Schedule B hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Selling StockholdersShareholders, at the above New York office of Xxxxx Xxxx & Xxxxxxxx Sidley Austin LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 [●] per shareADS (the “Public Offering Price”) , the respective numbers that number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B heretoA hereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at Company for itself, as the office of Xxxxx Xxxx & Xxxxxxxx LLPcase may be, at 9:00 [●] A.M., New York time, on August 16[●], 20132020, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security ADS to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares Optional Securities specified in such notice (in the event the number of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to notice is less than the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to [A] hereto, the total number of Optional Securities. The Securities to be sold by the Company shall be reduced proportionally based on the number of Optional Securities the Company has agreed to sell as set forth in Schedule [A] hereto), and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 [●] per shareADS (the “Purchase Price”), that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the respective numbers Representatives may determine) that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in SCHEDULE A hereto opposite the names name of such Underwriter bears to the Underwriters in Schedule B heretototal number of Firm Securities. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York City time, on August 16[●], 20132018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the ADS. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotment made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, the Selling Shareholder agrees to sell to each of the Selling Stockholders agreesseveral Underwriters, severally and not jointly, to sell to each of the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersShareholder, at a purchase price of $6.6656 98.00 per share, the respective numbers number of Firm the Offered Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Shareholder will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn Underwriters as specified by the Selling Shareholder to the order of Underwriters at least 24 hours prior to the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLPClosing Date (as defined below), at 9:00 9:30 A.M., New York time, on August 1621, 20132020, or at such other time not later than seven full business days thereafter as the Representatives Representative, the Company and the Company Selling Shareholder determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In additionWithout limiting the applicability of this Section 4 hereof or any other provision of this Agreement, upon written notice from with respect to any Underwriter who is affiliated with any person or entity engaged to act as an investment adviser on behalf of a client who has a direct or indirect interest in the Representatives given Offered Securities being sold by the Selling Shareholder, the Offered Securities being sold to such Underwriter shall not include any securities attributable to such client (with any such shares instead being allocated and sold to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectusother Underwriters) and, accordingly, the Underwriters may purchase all fees or less than all of other amounts received by such Underwriter in connection with the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to transactions contemplated hereby shall not include any dividends fees or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject other amounts attributable to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Dateclient.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 [—] per share, the respective numbers number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B A1 hereto. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters and Sub-Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of [—] in the respective Selling Stockholders case of [—] shares of Firm Securities and [—] in the case of [—] shares of Firm Securities, at the office of Xxxxx Xxxx & Xxxxxxxx LLP[—], at 9:00 [—]:00 A.M., New York time, on August 16, 2013[—], or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP [—] at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. The Company agrees to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is [—] and the denominator of which is the total number of Optional Securities (subject to adjustment by the Representatives to eliminate fractions). Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of [—] in the Selling Stockholderscase of [—] Optional Securities and [—] in the case of [—] Optional Securities [modify foregoing as appropriate to reflect number of checks and payees], at the above office of Xxxxx Xxxx & Xxxxxxxx LLP[—]. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP [—] at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions set forth hereinherein contained, the Company, the Voting Trustee and each of the Selling Stockholders agreesStockholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Voting Trustee on behalf of each Selling StockholdersStockholder, at a purchase price of $6.6656 [•] per share, that number of Firm Securities (rounded up or down, as determined by the respective numbers Representatives in their discretion, in order to avoid fractions) obtained by multiplying 300,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the names name of such Selling Stockholder in Schedule A hereto, in the Underwriters case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Company and the Voting Trustee on behalf of the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of (i) CommVault Systems, Inc., in the respective case of 300,000 shares of Firm Securities being sold by the Company, and (ii) the Voting Trustee, in the case of 7,200,000 shares of Firm Securities being sold by the Voting Trustee on behalf of the Selling Stockholders Stockholders, at the New York office of Xxxxx Xxxx Mayer, Brown, Rxxx & Xxxxxxxx Maw LLP, at 9:00 10:00 A.M., New York time, on August 16June [ • ], 20132007, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above New York office of Xxxxx Xxxx Mayer, Brown, Rxxx & Xxxxxxxx Maw LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by . The Voting Trustee on behalf of the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder Stockholders agrees, severally and not jointlyjointly on their behalf, to sell to the Underwriters Underwriters, and the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such the Optional Securities. The Voting Trustee hereby agrees to facilitate such sale pursuant to Section 10(c) of the Voting Trust Agreement. Such Optional Securities shall be purchased from the Voting Trustee (on behalf of the Selling Stockholders) for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives and the Company but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Voting Trustee will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives drawn to the order of the Selling StockholdersVoting Trustee, at the above New York office of Xxxxx Xxxx Mayer, Brown, Rxxx & Xxxxxxxx Maw LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above New York office of Xxxxx Xxxx Mayer, Brown, Rxxx & Xxxxxxxx Maw LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 US$[·] per shareADS (the “Purchase Price”), the respective numbers that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the Representatives may determine) as is set forth in SCHEDULE A hereto opposite the names name of the Underwriters in Schedule B heretosuch Underwriter. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of DTC in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York City time, on August 16[·], 20132017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the ADS. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more (but in no event later than 30 days subsequent to the date of the Final Prospectus Prospectus) and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPCompany. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance Company will cause the certificates representing the Offered Shares to be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP inspection at a reasonable time in advance of such the Closing Date or Optional Closing Date, as the case may be.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling Stockholders, Shareholder at a purchase price of $6.6656 [ • ] per share, the respective numbers number of Firm Securities set forth below the name of such Selling Shareholder and opposite the names name of such Underwriter in Schedule A hereto. The purchase price payable by the Underwriters shall be reduced by (i) any transfer taxes duly paid by, or on behalf of, the Underwriters in Schedule B heretoconnection with the transfer of the Shares to the Underwriters and (ii) any withholding required by law. The Each Selling Stockholders Shareholder will deliver the applicable number of Firm Securities being sold by such Selling Shareholder to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank of such Selling Stockholder acceptable to the Representatives drawn to the order of the respective such Selling Stockholders Shareholder, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 10:00 A.M., New York time, on August 16[ • ], 20132010, or at such other time not later than seven [seven] full business days thereafter as the Representatives and the Company Selling Shareholders determine, such time being herein referred to as the “"First Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available upon request for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agreesShareholders agree, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments, if any, made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor therefore in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling StockholdersCompany, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 $ per shareADS (the “Purchase Price”), that number of Firm Securities that bears the respective numbers same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule A hereto opposite the names name of such Underwriter bears to the Underwriters in Schedule B heretototal number of Firm Securities. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York City time, on August 16, 20132017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time time, not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the ADS. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Company and the Selling Stockholders agreesagree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at a purchase price of $6.6656 $ per share, the respective numbers number of Firm Securities set forth below the caption "Company" or "Selling Stockholders", as the case may be, and opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank reasonably acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the respective Company in the case of [_________] shares of Firm Securities and the Selling Stockholders in the case of [_________] shares of Firm Securities, at the office of Xxxxx Xxxx & Xxxxxxxx Dewey Ballantine LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time xx xxxx xxxxx xxme not later than seven full business days thereafter as the Representatives CSFBC and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance by the Company will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx Dewey Ballantine LLP at least 24 hours prior to the First Closing DateXxxx. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Selling StockholdersCompany, at the above office of Xxxxx Xxxx & Xxxxxxxx Dewey Ballantine LLP. The certificates for the Optional Securities being purchased xxxxx xxxxxxxxx on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx Dewey Ballantine LLP at a reasonable time in advance of such Optional Closing DateOptioxxx Xxxxxxx Xxxx.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, stockholder agrees severally and not jointly, jointly to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the each Selling Stockholders, at a purchase price of $6.6656 per share, stockholder the respective numbers of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule B A hereto. The purchase price per share to be paid by the Underwriters to the Selling Stockholders stockholders for the Stock will be $14.8025 per share (the “Purchase Price”). The Selling stockholders will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, through the facilities of DTC, in a form reasonably acceptable each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the RepresentativesSelling stockholders given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding such Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to specified by the Representatives drawn to Selling stockholders for the order Firm Stock sold by them all at the offices of DLA Piper LLP (US). Time shall be of the respective Selling Stockholders essence, and delivery at the office time and place specified pursuant to this Agreement is a further condition of Xxxxx Xxxx & Xxxxxxxx LLP, the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 9:00 10:00 A.M., New York time, on August 16November 18, 20132022, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date Firm Stock may be varied by agreement between the Selling stockholders and the Representatives. In the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery of the Firm Stock through the facilities of DTC, the Selling stockholders shall make certificates (if later than available) for the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant Firm Stock available to the offering. The Firm Securities so to be delivered or evidence Representatives for examination on behalf of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP Underwriters in New York, New York at least 24 hours one (1) full business day prior to the First Closing Date. In addition, upon written notice from For the Representatives given to purpose of covering any over-allotments in connection with the Company distribution and the Selling Stockholders from time to time not more than 30 days subsequent to the date sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by Optional Stock shall be the Company and payable on the Firm Securities and not the Optional SecuritiesPurchase Price. Each The Selling Stockholder agreesstockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Securities (subject to Stock specified in such adjustments to eliminate fractional shares as you may determine) that bears notice by a fraction the same proportion to the total number numerator of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased which is for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Datestockholders.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersShareholder, at a purchase price of $6.6656 67.71 per share, that number of Offered Securities (subject to adjustment by the respective numbers Representative to eliminate fractions) obtained by multiplying the number of Firm Offered Securities set forth opposite the names name of the Underwriters such Selling Shareholder in Schedule B A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Stockholders Shareholders will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representatives drawn to Representative that have so delivered the order Offered Securities on behalf of the respective Selling Stockholders Shareholders, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on August 166, 2013, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance transfer will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersShareholder, at a purchase price of $6.6656 61.28 per share, that number of Offered Securities (subject to adjustment by the respective numbers Representative to eliminate fractions) obtained by multiplying the number of Firm Offered Securities set forth opposite the names name of the Underwriters such Selling Shareholder in Schedule B A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Stockholders Shareholders will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representatives drawn to Representative that have so delivered the order Offered Securities on behalf of the respective Selling Stockholders Shareholders, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on August 16February 19, 2013, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance transfer will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersStockholder, at a purchase price of $6.6656 49.27 per share, the respective numbers number of Firm Securities set forth below the name of such Selling Stockholder and opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account accounts at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the respective Selling Stockholders New Mountain and DB Capital, respectively, at the office of Xxxxx Xxxx Willkie Farr & Xxxxxxxx LLPGallagher, at 9:00 A.M.8:30 A.X., New York timeXxx Xxxx tixx, on August 16xx November 20, 20132002, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Selling Stockholders determine, such time being herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under ." The certificates for the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered will be duly indorsed or evidence accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of their issuance the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFBC requests and such reissued securities will be made available by the Company for checking and packaging at the above office of Xxxxx Xxxx Willkie Farr & Xxxxxxxx LLP Gallagher at least 24 hours prior xxxxx xxxxx to the First xxx Xxxxt Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders DB Capital from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, DB Capital agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall be purchased from DB Capital for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholdersDB Capital. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders DB Capital will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Selling StockholdersDB Capital, at the above office of Xxxxx Xxxx Willkie Farr & Xxxxxxxx LLPGallagher. The Optional certifxxxxxx xxx xhe Xxxxxxxx Securities being purchased on each Optional Closing Date will be duly indorsed or evidence accompanied by duly executed blank stock powers so as to validly transfer title to the Representatives for the account of their issuance the Underwriters. The Company will cause its transfer agent to reissue such securities in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and such reissued securities will be made available by the Company for checking and packaging at the above office of Xxxxx Xxxx Willkie Farr & Xxxxxxxx LLP Gallagher at a reasonable time in advance of reasoxxxxx xxxx xx adxxxxx xx such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 per share98.793% of the principal amount thereof plus accrued interest, if any, from December 9, 2010 to the Closing Date (as hereinafter defined) the respective numbers principal amounts of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx Shearman & Xxxxxxxx Sterling LLP, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx, at 9:00 7:00 A.M., New York time, on August 16December 9, 20132010, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx Shearman & Xxxxxxxx Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 US$314.025 per shareADS (the “Purchase Price”), that number of Firm Securities that bears the respective numbers same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule A hereto opposite the names name of such Underwriter bears to the Underwriters in Schedule B heretototal number of Firm Securities. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York City time, on August 16September 14, 20132021, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time time, not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the ADS. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agreesagree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its the name of such Selling Stockholder in Schedule A B hereto, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 10.7719 per share, the respective numbers number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Selling Stockholders will deliver the Firm Securities will be delivered by or on behalf of the Selling Stockholder to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective applicable Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, Stockholder at 9:00 A.M., New York time, on August 16April 18, 20132016, or at such other time not later than seven full business days thereafter as the Representatives and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold on such date pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office offices of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxx & Xxxxxxxx LLP Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time time, not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, at the same purchase price per share to be paid by the Underwriters with respect to the Firm Securities pursuant hereto (less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each Selling Stockholder agrees), and each of the Underwriters, severally and not jointly, agrees to sell to the Underwriters purchase from each Selling Stockholder, at such purchase price per share, the number of shares of Optional Securities so exercised upon (subject to such adjustments adjustment as the Representatives may determine to eliminate avoid fractional shares as you may determineshares) that bears the same proportion to the total number of shares of Optional Securities to that may be sold by such Selling Stockholder as set forth on such Optional Closing Date (as defined below) Schedule B hereto, as the number of Optional Firm Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder Underwriter in Schedule A hereto bears to the total number of Optional Firm Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the each Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Each Selling Stockholders Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the each Selling StockholdersStockholder, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPas applicable. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 6.36 per share, the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16February 7, 20132017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 per share98.344% of the principal amount thereof plus accrued interest from and including October 23, 2006 to but excluding to the Closing Date (as hereinafter defined), the respective numbers principal amounts of Firm Offered Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16October 23, 20132006, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx Xxxxxxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersStockholder, at a purchase price of $6.6656 24.26 per share, that number of Firm Securities (rounded up or down, as determined by the respective numbers Representative in its discretion, in order to avoid fractions) obtained by multiplying the number of Firm Securities set forth opposite the names name of such Selling Stockholder in Schedule A hereto by a fraction the Underwriters numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of such Selling Stockholder in the respective Selling Stockholders amount set forth on Schedule A, at the office of Xxxxx Xxxx & Xxxxxxxx LLPBxxxx Bxxxx L.L.P., at 9:00 10:00 A.M., New York time, on August 16November 8, 2013, 2022 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each Selling Securityholder agrees to sell the number of shares of the Selling Stockholders agreesFirm Stock set forth opposite its name in Schedule B hereto, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersSecurityholders, at a purchase price of $6.6656 21.01 per share, the respective numbers number of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Securityholders will deliver the Firm Securities Stock to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders LED II, LLC at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York time, on August 16September , 20132006, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Selling Securityholders determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time LED II, LLC not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities Stock at the purchase price per Security share to be paid for the Firm SecuritiesStock. LED II, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell LLC grants to the Underwriters an option to purchase the number of shares of Optional Securities (subject Stock set forth opposite its name in Schedule B hereto and agrees to sell such adjustments to eliminate fractional shares as you may determine) that bears the same proportion Optional Stock to the total number of shares of Optional Securities to be sold on several Underwriters as specified in such Optional Closing Date (as defined below) as notice, and the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional SecuritiesStock. Such Optional Securities Stock shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Stock. No Optional Securities Stock shall be sold or delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersLED II, LLC. Each The time for the delivery of and payment for the Optional SecuritiesStock, being herein referred to as an the “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities Stock is given. The Selling Stockholders Securityholders will deliver the Optional Securities Stock being purchased on each the Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling StockholdersLED II, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateLLC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 _____per share, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativesoffice of CSFBC, Eleven Madison Avenue, New York, New York, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx Morrxxxx & Xxxxxxxx LLPXoerxxxx XXX, 755 Page Mill Road, Palo Alto, California, at 9:00 10:00 A.M., New York time, on August 16________________, 2013, 1999 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “"First Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”, ," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, at the above office of CSFBC in a form reasonably acceptable to the RepresentativesNew York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Selling Stockholders, Company at the above office of Xxxxx Xxxx Morrxxxx & Xxxxxxxx LLPXoerxxxx XXX in Palo Alto, California. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, the Selling Securityholders agree to sell the Securities to the several Underwriters, and each of the Selling Stockholders Underwriters agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersSecurityholders, at a purchase price of $6.6656 9.40875 per shareshare (the “Purchase Price”), the respective numbers number of Firm shares of Securities (subject to such adjustments to eliminate fractional shares as you may determine) set forth in Schedule A hereto opposite the names name of such Underwriter. Subject to the sale of the Offered Securities by the Selling Securityholders to the Underwriters in Schedule B heretocompliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed herein to purchase from the Underwriters, the number of Repurchase Shares specified herein at the Purchase Price, as described in the General Disclosure Package and the Final Prospectus. The Selling Stockholders Securityholders will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable the accounts specified by the Selling Securityholders to the Representatives Representative in writing at least 48 hours in advance and drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLPSecurityholders, at 9:00 10:00 A.M., New York time, on August 16November 22, 20132022, or at such other time not later than seven full business days thereafter as the Representatives Representative, the Company and the Company Selling Securityholders determine, such time being herein referred to as the “First Closing Date”. In addition, subject to the sale of the Offered Securities by the Selling Securityholders to the Underwriters in compliance with the terms of this Agreement, payment of the purchase price for the Repurchase Shares shall be made by the Company to the Underwriters in federal (same day) funds by wire transfer to an account specified by the Representatives, against delivery of such Repurchase Shares for the account of the Company at the Closing Date. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each of the Selling Stockholders agreesShareholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholdersShareholder, at a purchase price of $6.6656 [ ] per share, that number of Firm Securities (rounded up or down, as determined by Credit Suisse First Boston Corporation ("CSFBC") in its discretion, in order to avoid fractions) obtained by multiplying 1,000,000 Firm Securities in the respective numbers case of the Company and the number of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agreeShareholder in Schedule A hereto, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of shares of Firm Securities set forth opposite the name of such Underwriter’s name bears to Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Securities. Certificates in negotiable form for the Offered Securities to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under the Custody Agreements made with [ ], as custodian ("Custodian"). Each Selling Shareholder agrees that the shares of Firm Securities (represented by the certificates held in custody for the Selling Shareholders under such Custody Agreements are subject to adjustment the interests of the Underwriters hereunder, that the arrangements made by the Representatives Selling Shareholders for such custody are to eliminate fractions) that extent irrevocable, and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.that the

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 [·] per shareADS (the “Purchase Price”), that number of Firm Securities (subject to such adjustments to eliminate fractional shares as the respective numbers Representatives may determine) that bears the same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in SCHEDULE A hereto opposite the names name of such Underwriter bears to the Underwriters in Schedule B heretototal number of Firm Securities. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York City time, on August 16[·], 20132018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine[·], 2018, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the ADS. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPCompany. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance Company will cause the certificates representing the Offered Shares to be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP inspection at a reasonable time in advance of such Optional the Closing Date or Option Closing Date, as the case may be.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of (a) the Selling Stockholders agrees, severally Company agrees to issue and not jointly, to sell the Company Firm Stock to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 per share, the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same dayb) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each each Selling Stockholder agrees, severally and not jointly, to sell to the several Underwriters the number of shares of Optional Securities Selling Stockholder Firm Stock set forth opposite such Selling Stockholder's name on Schedule B hereto, provided, however, that, to the extent any Selling Stockholder sells a number of shares of Selling Stockholder Firm Stock less than that number set forth opposite such Selling Stockholder's name on Schedule B hereto, the remaining of such shares shall be allocated either among the other Selling Stockholders on a pro rata basis or as the Company shall otherwise determine in its sole discretion, and (c) each Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders that number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto (subject to such adjustments adjustment by XX Xxxxx to eliminate fractional fractions). The number of shares of Firm Stock to be purchased by each Underwriter from the Company and each Selling Stockholder hereunder shall, as you may determine) that bears nearly as practicable, be in the same proportion to the total number percentage of shares of Optional Securities Firm Stock being purchased by such Underwriter hereunder. The purchase price per share to be sold paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $[ ] per share (the "Purchase Price"). The Company and the Selling Stockholders will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on such Optional the second full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by same-day wire transfer to an account at a bank reasonably acceptable to XX Xxxxx, payable to the order of the Company, Equiserve, Inc., as Custodian for the Selling Stockholders, all at the offices of Heller, Ehrman, White & XxXxxxxxx, LLP, 0000 Xx Xxxxx Xxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 7:00 A.M., California time, on July 15, 2003, in accordance with Rule 15c6-1 of the Exchange Act. Delivery of the Firm Stock will be made by credit through full fast transfer to accounts at the Depository Trust Company. The time and date of such payment and delivery are herein referred to as the number "First Closing Date." The First Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company, the Attorney-in-Fact and XX Xxxxx. The Company and the Selling Stockholders shall make the certificates representing the Firm Stock available to the Representatives for examination on behalf of the Underwriters in San Diego, California at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase from the Company up to all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the numbers of shares of Optional Securities set forth Stock specified in Schedule A hereto opposite the name of such Selling Stockholder bears to written notice by XX Xxxxx described below and the total number of Optional Securities. The Underwriters Underwriter agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives XX Xxxxx to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, up to three times, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Representatives Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholders. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Date, but not earlier) is herein called an "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by the Representatives but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Selling Stockholders Option Closing Dates and the First Closing Date are herein called the "Closing Dates".) The Company will deliver the Optional Securities being purchased Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding an Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price aggregate Purchase Price therefor in Federal (same day) by same-day funds by wire transfer to an account at a bank reasonably acceptable to the Representatives drawn XX Xxxxx payable to the order of the Selling StockholdersCompany, all at the above office offices of Heller, Ehrman, White & XxXxxxxxx, LLP, 0000 Xx Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000. The Delivery of the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance Stock will be made available for checking by credit through full fast transfer to accounts at the above office Depository Trust Company. Time shall be of Xxxxx Xxxx & Xxxxxxxx LLP the essence, and delivery at the time and place specified pursuant to this Agreement is a reasonable time further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in advance of such Optional Closing Date.San Diego, California not later than 7:00 A.M., California time, on the business day preceding an Option Closing

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Stockholder agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersStockholder, at a purchase price of $6.6656 _____ per share, the respective numbers number of Firm Securities set forth opposite the names of the Underwriters in indicated next to such Underwriter's name on Schedule B I hereto. The Selling Stockholders will deliver Stockholder has delivered to Ferris, Baker Watts, Incorporated, as custodian (the "Custodian"), purxxxxx to xxx Cxxxxxy Agreement, dated _________, 2003, by and between the Selling Stockholder and the Custodian (the "Custody Agreement"), (i) certificates in negotiable form evidencing at least the Offered Securities and (ii) stock powers duly executed in blank with respect to the certificates representing at least the Offered Securities with the signatures appropriately guaranteed. The Selling Stockholder and the Custodian shall cause the transfer agent for the Company's Common Stock to reissue the Firm Securities in such denominations and registered in such name or names as the Representative may request and to or as instructed by have such reissued securities available for checking and packaging at the Representatives for the accounts of the several Underwriters in a form reasonably acceptable Closing Location at least 24 hours prior to the Representatives, against payment of the purchase price by the Underwriters in Federal First Closing Date (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M.as defined below). At 10:00 a.m., New York timetime on __________________, on August 16, 20132003, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company Selling Stockholder determine, such time being herein referred to as the “"First Closing Date”. For purposes ," the Custodian shall deliver the Firm Securities to the Representative for the accounts of Rule 15c6-1 under the Securities Exchange Act of 1934Underwriters, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for against payment of the purchase price in federal (same day) funds and delivery of securities for all the Offered Securities sold pursuant by official bank check or checks or wire transfer to an account at a bank drawn to the offering. The Firm Securities so to be delivered or evidence order of their issuance will be made available for checking Geoffrey P. Jurick, at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing DateLowenstein and Sandler, P.C. (thx "Xxxxxxx Xxxxxxxn"). In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securitiesnotice. Such Optional Securities shall may be purchased from the Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name on Schedule I bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Prior to each such Optional Closing Date, the Selling Stockholders will deliver Stockholder and the Custodian shall have caused the Company's transfer agent to reissue the Optional Securities being to be purchased on each in definitive form, in such denominations and registered in such names as the Representative requests upon reasonable notice prior to such Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance and such reissued securities will be made available by the Company for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP Closing Location at a reasonable time in advance of such Optional Closing Date. On each such Optional Closing Date, the Custodian will deliver the Optional Securities being purchased to the Representative, for the accounts of the Underwriters, against payment of the purchase price in federal (same day) funds by official bank check or checks or wire transfer to an account at a bank drawn to the order of Geoffrey P. Jurick, at the Closing Location.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Company and the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company and the Selling StockholdersShareholder, at a purchase price of $6.6656 [—] per shareADS (representing the initial public offering price less underwriting commissions and concessions), the respective numbers number of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof (rounded up or down at the discretion of the Representatives to avoid fractions). Executed transfer forms for the Offered Shares represented by the Offered Securities to be sold by the Selling Shareholder hereunder have been placed in custody, for delivery under this Agreement, under a Custody Agreements made with the Company, as the Custodian. The Selling Stockholders Shareholder agrees that the Offered Shares represented by the transfer forms held in custody for the Selling Shareholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law or the occurrence of any other event. The Company and the Custodian will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of DTC in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Company (for itself and as Custodian for the Selling Stockholders Shareholder) at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 [—] A.M., New York U.S. Eastern time, on August 16, 2013[—], or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at 18/F, the Hong Kong Club Building, 3A Chater Road, Central, Hong Kong, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Custodian from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the same purchase price per Security ADS to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, Shareholder agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCustodian. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, as Custodian of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPShareholder. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Stockholder agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersStockholder, at a purchase price of equal to $6.6656 34.435 per share, the respective numbers number of shares of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Selling Stockholders will Stockholder shall deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the RepresentativesUnderwriters, through the facilities of The Depository Trust & Clearing Corporation (“DTC”) for the account of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by the Underwriters in wire transfer of Federal (same day) funds by wire transfer to an account at a BNP Paribas or another bank acceptable to the Representatives drawn Underwriters designated in writing by the Selling Stockholder to the order of the respective Selling Stockholders Underwriters at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M.10:00 a.m., New York time, on August 16February 24, 20132011, or at such other time not later than seven full business days thereafter as the Representatives Underwriters and the Company Selling Stockholder determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm certificates evidencing the Offered Securities so to be delivered or evidence (if such Offered Securities are in certificated form), or, if such Offered Securities are uncertificated, records of their issuance DTC evidencing the Offered Securities so to be delivered, will be made available for checking at the above office of Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Underwriters given to the Company and the Selling Stockholders from time to time Stockholder not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agreeUnderwriters, severally and not jointly, agree to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Credit Suisse Securities (USA) LLC to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from at one time to time not more than 30 days subsequent to the date of the Final Prospectus only and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company and the Selling StockholdersStockholder. Each The time for the delivery of and payment for the Optional Securities, being herein referred to as an the “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriters but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Stockholder will deliver the Optional Securities being purchased on each the Optional Closing Date to or as instructed by the Representatives Underwriters, through the facilities of DTC, for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment by or on behalf of the Underwriters of the purchase price therefor in by wire transfer of Federal (same same-day) funds by wire transfer to an account at a BNP Paribas or another bank acceptable to the Representatives drawn Underwriters designated in writing by the Selling Stockholder to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPUnderwriters. The Optional certificates evidencing the Offered Securities being purchased on each Optional Closing Date or evidence so to be delivered (if such Offered Securities are in certificated form) or, if such Offered Securities are uncertificated, records of their issuance DTC evidencing the Offered Securities so to be delivered will be made available for checking at the above office of Xxxxx Skadden, Arps, Slate, Xxxxxxx & Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional least 24 hours prior to the Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 [_____] per share, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives, through the facilities of the Depository Trust Company ("DTC") unless the Representatives shall otherwise instruct, for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston LLC ("CSFB") drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx Dewey Ballantine LLP, at 9:00 A.M.1301 Avenue of the Americas, New York, New York, xx 00:00 X.X., New York time, on August 16_________, 2013, 2004 or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. "FIRST CLOSING DATE." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP DTC or its designated custodian, unless the Representatives shall otherwise instruct, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, "OPTIONAL CLOSING DATE," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives, through the facilities of DTC unless the Representatives shall otherwise instruct, for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFB drawn to the order of the Selling StockholdersCompany, at the above office of Xxxxx Xxxx & Xxxxxxxx Dewey Ballantine LLP. The certificates for the Optional Securities being purchased on beixx xxxxxxxxx xx each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP DTC or its designated custodian, unless the Representatives shall otherwise instruct, at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Company and the Selling Stockholders agreesStockholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersStockholder, at a purchase price of $6.6656 $ per share, the respective numbers number of Firm Securities set forth below the caption "Company" or "Selling Stockholder", as the case may be, and opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Company and the Selling Stockholders Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to each of the Representatives Company and CSFB drawn to the order of the respective Company, in the case of payment to the Company for 7,000,000 shares of Firm Securities, and to an account acceptable to each of the Selling Stockholders Stockholder and CSFB drawn to the order of the Selling Stockholder, in the case of payment to the Selling Stockholder for 2,100,000 shares of Firm Securities, in each case at the office of Xxxxx Xxxx Davis Polk & Xxxxxxxx LLPWardwell, 1600 El Camino Real, Menlo Park, California, at 9:00 A.M.00:00 X.X., New York timeXxx Xxxx txxx, on August 16xx , 20130000, or at such other time not later xx xx xxxx xxxxx xxxx xxx xater than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Datein such denominations and registered in such names as CSFB requests. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to each of the Representatives Selling Stockholder and CSFB drawn to the order of the Selling StockholdersStockholder, at the above office of Xxxxx Xxxx Davis Polk & Wardwell, 1600 El Camino Real, Menlo Park, California. Thx Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance Sexxxxxxxx bxxxx xxxxxxxxx xx xxxx Xxxxxxxx Xxxxxxx Xxxe will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Datedenominations and registered in such names as CSFB requests.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each of the Selling Stockholders agreesStockholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and each Selling StockholdersStockholder, at a purchase price that number of $6.6656 per share, the respective numbers shares of Firm Securities Stock (rounded up or down, as determined by the Underwriters in its discretion, in order to avoid fractions) obtained by multiplying 250,000 shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $44.99 per share (the “Purchase Price”). The Company and the Custodian, on behalf of the Selling Stockholders, will deliver the Firm Securities Stock to or as instructed by the Representatives Underwriters for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names and in such denominations as the Underwriters may direct by notice in a form reasonably acceptable writing to the RepresentativesCompany and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Initial Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to specified by each of the Representatives drawn Company and the Selling Stockholders, payable to the order of the respective Company and, Computershare Inc. as Custodian for the Selling Stockholders Stockholders, respectively, for the Firm Stock sold by them all at the office offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on August 16March 8, 20132019, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Initial Closing Date”. For purposes The Initial Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Firm Stock may be varied by agreement among the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In additionCompany, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to and the date of the Final Prospectus, the Underwriters. The Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm SecuritiesOptional Stock shall be the Purchase Price; provided, less however, that the amount paid by the Underwriters for any shares of Optional Stock shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and Stock but not the Optional Securitiespayable on such shares of Option Stock. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears Stock specified in the same proportion written notice delivered by the Underwriters to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as Company described below and the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such shares of Optional SecuritiesStock. Such shares of Optional Securities Stock shall be purchased from Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives Underwriters to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company. The option granted hereby shall be exercised by written notice being given to the Company by the Underwriters setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholders. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (the First Closing Date and each Optional Initial Closing Date, if any, being sometimes referred to as a but not earlier) is herein called the “Option Closing Date”), ” and shall in no event be determined by the Representatives but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Option Closing Date and the Initial Closing Date are herein called the “Closing Date” or “Closing Dates.” The Company will deliver the Optional Securities being purchased on each Optional Closing Date Stock to or as instructed by the Representatives Underwriters for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, issued in such names and in such denominations as the Underwriters may direct by notice in a form reasonably acceptable writing to the RepresentativesCompany given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the purchase price aggregate Purchase Price therefor by wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to specified by the Representatives drawn Company payable to the order of the Selling StockholdersCompany, all at the above office offices of Xxxxx Xxxx & Xxxxxxxx Xxxxxxx Procter LLP, The New York Times Building, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Optional Securities being purchased on each Optional Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement between the Company and the Underwriters. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 per share, Company the respective numbers number of Firm Securities set forth opposite the names of the Underwriters under the Column “Number of Public Firm Securities” in Schedule B heretoA hereto at a purchase price of $[·] per share and the number of Firm Securities set forth opposite the names of the Underwriters under the column “Number of Affiliate Firm Securities” in Schedule A hereto at a purchase price of $[·] per share. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Credit Suisse Securities (USA) LLC drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP, 0000 Xxxxxxxx Xxxx, Xxx Xxxxx, XX 00000, at 9:00 A.M.[ ] a.m., New York time, on August 16[ ], 20132013 , or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling StockholdersCompany, at the above office of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx Xxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 5.655 per share, the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 167, 20132017, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of (i) $6.6656 9.00 per shareshare for the first 11,110 shares and (ii) $8.505 per share (the “Basic Purchase Price”), for the remainder of the Offered Securities, the respective numbers number of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a book entry form reasonably acceptable to through the Representatives, facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Representative at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York time, on August 16June 30, 20132017, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringoffering contemplated by this Agreement. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking review at the above office offices of Xxxxx Xxxx Winston & Xxxxxxxx Sxxxxx LLP (“Winston”), 30 X. Xxxxxx Drive, Chicago, Illinois 60601 at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Basic Purchase Price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions distribution declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than five three full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a book entry form reasonably acceptable to through the Representatives, facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPRepresentative. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will shall be made available for checking review at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Winston prior to each Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 6.0672 per share, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company shall not be obligated to deliver any of the Firm Securities except upon payment for all the Firm Securities to be purchased on the Closing Date (as defined below). The Company will deliver the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Credit Suisse First Boston LLC (“CSFB”) drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx Proskauer Rose LLP, at 9:00 10:00 A.M., New York time, on August 1615, 20132005, or at such other time not later than seven full business days thereafter as the Representatives CSFB and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests and will be made available for checking inspection at the above office of Xxxxx Xxxx & Xxxxxxxx Proskauer Rose LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFB given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFB to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFB to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CSFB but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFB drawn to the order of the Selling StockholdersCompany, at the above office of Xxxxx Xxxx & Xxxxxxxx Proskauer Rose LLP. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFB requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking inspection at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, (i) each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its such Selling Shareholder's name in Schedule A hereto, and the Underwriters agree(ii) each Underwriter agrees, severally and not jointly, to purchase from the each such Selling StockholdersShareholder, at a purchase price of $6.6656 [_______] per share, that number of Firm Securities (rounded up or down, as determined by Xxxxxx Brothers Inc. ("Xxxxxx") in its discretion, in order to avoid fractions) obtained by multiplying the respective numbers number of Firm Securities set forth opposite the names name of such Selling Shareholder in Schedule A hereto by a fraction the Underwriters numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities. The Selling Stockholders Shareholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Xxxxxx drawn to the order of the respective Selling Stockholders Shareholder in amounts relating to the number of Firm Securities set forth opposite such Selling Shareholder's name in Schedule A hereto, at the office of Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP ("Xxxxxxx Xxxx") located at Xxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx & Xxxxxxxx LLP00000, at 9:00 A.M., New York timeEastern Standard Time, on August 16[____________], 20132001, or at such other time not later than seven full business days thereafter as the Representatives Xxxxxx and the Company Selling Shareholders may determine, such time being herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering". The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Xxxxxx requests and will be made available for checking and packaging at the above office of Xxxxx Xxxxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Xxxxxx given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share . If the number of Optional Securities in the Underwriter's notice ("Requested Amount") is equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the total number of Optional Securities. Each , (i) each Selling Stockholder Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth opposite such Selling Shareholder's name in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agreeand (ii) each Underwriter agrees, severally and not jointly, to purchase such Optional Securities. Such from each Selling Shareholder that number of Optional Securities shall be purchased for the account of each Underwriter (rounded up or down, as determined by Xxxxxx in the same proportion as its discretion, in order to avoid fractions) obtained by multiplying the number of shares Optional Securities set forth opposite the name of such Selling Shareholder in Schedule A hereto by a fraction, the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter’s name bears to Underwriter in Schedule B hereto and the denominator of which is the total number of shares Firm Securities. If the Requested Amount is less than the total number of Firm Optional Securities, the Selling Shareholders shall sell, and the Underwriters shall purchase, such Optional Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriterson a pro rata basis. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent pursuant to the date of the Final Prospectus and prior paragraph to the extent not previously exercised and may be surrendered and terminated at any time upon notice by the Representatives Xxxxxx to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “"Optional Closing Date”", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “"Closing Date”"), shall be determined by the Representatives Xxxxxx but shall be not no later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer (at the option of each Selling Shareholder) to an account or accounts at a bank bank(s) acceptable to the Representatives Xxxxxx drawn to the order of each Selling Shareholder in amounts relating to the number of Optional Securities being sold by each such Selling StockholdersShareholder as determined pursuant to the two preceding paragraphs, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxx Xxxx. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Xxxxxx requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoseveral Underwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 16.15 per share, the respective numbers number of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto; provided, however, that the purchase price per share to be paid by the several Underwriters for 58,823 Firm Securities purchased by the Spodek 2016 Family Trust shall be equal to the price per share to the public of $17.00. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a book entry form reasonably acceptable to through the Representatives, facilities of The Depository Trust Company (“DTC”) against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York time, on August 16November 19, 20132021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. .” In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions distribution declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, The Company agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such number of Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five three (3) full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a book entry form reasonably acceptable to through the Representatives, facilities of DTC against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateRepresentatives.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Stockholder agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersStockholder, at a purchase price of $6.6656 [•] per shareADS, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B heretoShares at the Underwriter’s election. The Selling Stockholders Stockholder will deliver at the office of Shearman & Sterling LLP the Firm Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLPCS , at 9:00 10:00 A.M., New York time, on August 16March 1, 20132006, or at such other time not later than seven full business days thereafter as the Representatives CS and the Company Selling Stockholder determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 19341934 (the “Exchange Act”), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CS requests and will be made available for checking and packaging at the above office of Xxxxx Xxxx Shearman & Xxxxxxxx Sterling LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CS given to the Company and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to . All or any dividends or distributions declared by the Company and payable on part of the Firm Securities and not that the Optional SecuritiesUnderwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election. Each The Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CS to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CS to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives CS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPCS. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CS requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx Shearman & Xxxxxxxx Sterling LLP at a reasonable time in advance of such Optional Closing Date. Payment for the Firm Securities or the Optional Securities, as the case may be, shall be net of any applicable taxes and fees to be paid and costs and expenses to be reimbursed to the Underwriters under Section 5 hereof.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally Trust and not jointly, to the Guarantor agree that the Trust shall sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersTrust, at a purchase price of $6.6656 _____ per shareshare plus accumulated distributions from ____________, if any, on the Closing Date (as hereinafter defined), the respective numbers number of Firm shares of Offered Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Trust will deliver the Firm Offered Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by in funds available on the Underwriters in Federal (same day) funds day by wire transfer to an the account of the Guarantor at a bank acceptable to the Representatives Credit Suisse First Boston Corporation ("CSFBC") or by official Federal Reserve Bank check or checks drawn to the order of the respective Selling Stockholders Trust at the office of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxxxxxx, 1301 Avenue of the Americas, at 9:00 10 A.M., New York time, on August 16_________, 2013, 1997 or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company Trust and the Guarantor determine, such time being herein referred to as the “First "Closing Date”. ." For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm certificates for the Offered Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP CSFBC at least 24 hours prior to the First Closing Date. In additionAs compensation for the Underwriters' commitments, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date in view of the Final Prospectusfact that the proceeds of the sale of the Offered Securities will be used by the Trust to purchase the Subordinated Debentures of the Guarantor, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid Guarantor will pay CSFBC for the Firm Securities, less an amount Underwriters' proportionate accounts the sum of $_________ per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to security times the total number of shares of Optional Offered Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless Underwriters on the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against Such payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at on the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of Closing Date with respect to the Offered Securities purchased on such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each Selling Securityholder agrees to sell the number of shares of the Selling Stockholders agreesFirm Stock set forth opposite its name in Schedule B hereto, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersSecurityholders, at a purchase price of $6.6656 $ per share, the respective numbers number of shares of Firm Securities Stock set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Securityholders will deliver the Firm Securities Stock to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders LED II, LLC at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York time, on August 16September , 20132006, or at such other time not later than seven full business days thereafter as the Representatives Representatives, the Company and the Company Selling Securityholders determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time LED II, LLC not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities Stock at the purchase price per Security share to be paid for the Firm SecuritiesStock. LED II, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell LLC grants to the Underwriters an option to purchase the number of shares of Optional Securities (subject Stock set forth opposite its name in Schedule B hereto and agrees to sell such adjustments to eliminate fractional shares as you may determine) that bears the same proportion Optional Stock to the total number of shares of Optional Securities to be sold on several Underwriters as specified in such Optional Closing Date (as defined below) as notice, and the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional SecuritiesStock. Such Optional Securities Stock shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Stock. No Optional Securities Stock shall be sold or delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersLED II, LLC. Each The time for the delivery of and payment for the Optional SecuritiesStock, being herein referred to as an the “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each the Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities Stock is given. The Selling Stockholders Securityholders will deliver the Optional Securities Stock being purchased on each the Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling StockholdersLED II, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateLLC.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersShareholder, at a purchase price of $6.6656 53.30 per share, that number of Offered Securities (subject to adjustment by the respective numbers Representative to eliminate fractions) obtained by multiplying the number of Firm Offered Securities set forth opposite the names name of the Underwriters such Selling Shareholder in Schedule B A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Stockholders Shareholders will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representatives drawn to Representative that have so delivered the order Offered Securities on behalf of the respective Selling Stockholders Shareholders, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on August 16November 7, 20132012, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance transfer will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 $ per share, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to Underwriters, at the Representativesoffice of Credit Suisse First Boston Corporation ("CSFBC"), Eleven Madison Avenue, New York, New York, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx Xxxxxx Godward LLP, 5 Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, at 9:00 10:00 A.M., New York time, on August 16March __, 20132000, or at such other time not later than seven full business days thereafter as the Representatives CSFBC and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP CSFBC in New York at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives CSFBC given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives CSFBC to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives CSFBC to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives CSFBC but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, at the above office of CSFBC in a form reasonably acceptable to the RepresentativesNew York, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives CSFBC drawn to the order of the Selling Stockholders, Company at the above office of Xxxxx Xxxx & Xxxxxxxx LLPXxxxxx Godward LLP in Palo Alto, California. The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as CSFBC requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP CSFBC in New York at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 22.31 per share, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule B A hereto. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price by the Underwriters therefor in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to account designated by the Representatives drawn to Company and open for the order receipt of funds (and verification of the respective Selling Stockholders at receipt thereof) on the office of Xxxxx Xxxx & Xxxxxxxx LLPFirst Closing Date (as defined below), at 9:00 A.M., New York time, on August 16June 10, 20132002, at the offices of Palmer & Dodge LLP, Boston, Massachusetts, or at such other time not place and xxxx xot later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”"FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP The Depository Trust Company or its designated custodian at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the . The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and each of the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agreeagrees, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”"OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives Representatives, but shall not be not earlier than three (one in case the Optional Securities are to be delivered on the First Closing Date) nor later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriters, against payment of the purchase price therefor in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to account designated by the Representatives drawn to Company and open for the order receipt of funds (and verification of the Selling Stockholdersreceipt thereof) on the Optional Closing Date, at the above office offices of Xxxxx Xxxx Palmer & Xxxxxxxx Dodge LLP. The certificates for the Optional Securities being purchased xxxxxased on each Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Xxxxx Xxxx & Xxxxxxxx LLP The Depository Trust Company or its designated custodian at a reasonable time in advance of such Optional Closing Date. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the each Selling StockholdersShareholder, at a purchase price of $6.6656 48.28 per share, that number of Offered Securities (subject to adjustment by the respective numbers Representative to eliminate fractions) obtained by multiplying the number of Firm Offered Securities set forth opposite the names name of the Underwriters such Selling Shareholder in Schedule B A-1 hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Offered Securities set forth opposite the name of such Underwriter in Schedule A-2 hereto and the denominator of which is the total number of Offered Securities. The Selling Stockholders Shareholders will deliver the Firm Offered Securities to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank the brokerage accounts specified by the Selling Shareholders and acceptable to the Representatives drawn to Representative that have so delivered the order Offered Securities on behalf of the respective Selling Stockholders Shareholders, at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M., New York time, on August 16December 10, 20132012, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance transfer will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agrees, severally and not jointly, Company agrees to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling StockholdersCompany, at a purchase price of $6.6656 US$21.99375 per shareADS (the “Purchase Price”), that number of Firm Securities that bears the respective numbers same proportion to the number of Firm Securities to be sold by the Company as the number of Firm Securities set forth in Schedule A hereto opposite the names name of such Underwriter bears to the Underwriters in Schedule B heretototal number of Firm Securities. The Selling Stockholders Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders Company at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 10:00 A.M., New York City time, on August 16March 8, 20132019, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time time, not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price Purchase Price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the ADS. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to specified in such adjustments to eliminate fractional shares as you may determine) that bears notice and the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersCompany. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, ,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateCompany.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Company and the Selling Stockholders Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersStockholder, at a purchase price that number of $6.6656 per share, the respective numbers shares of Firm Securities Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying 3,865,000 shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders Stockholder for the Stock will be $_____ per share (the "Purchase Price"). The Company and the Selling Stockholder will deliver the Firm Securities Stock to or as instructed by the Representatives Underwriters for the respective accounts of the several Underwriters (in a the form reasonably acceptable of definitive certificates, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the RepresentativesCompany given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) against payment of the purchase price by the Underwriters in Federal (same day) funds aggregate Purchase Price therefor by wire transfer to an account at a bank acceptable to the Representatives drawn XX Xxxxx, payable to the order of the respective Company and Xxxxx Xxxxxx Shareholder Services LLC as Custodian for the Selling Stockholders Stockholder, all at the office offices of Xxxxx Xxxx & Xxxxxxxx LLP__________. Time shall be of the essence, and delivery at 9:00 A.M.the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 a.m., New York time, on August 16___________, 20131999, or at in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “"First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the ." The First Closing Date (if later than and the otherwise applicable settlement date) location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling Stockholder and XX Xxxxx. The Company and the Selling Stockholder shall be make the settlement date certificates for payment of funds and delivery of securities for all the Offered Securities sold pursuant Stock available to the offering. The Firm Securities so to be delivered or evidence Underwriters for examination on behalf of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP Underwriters in New York, New York at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from For the Representatives given to purpose of covering any over-allotments in connection with the Company distribution and the Selling Stockholders from time to time not more than 30 days subsequent to the date sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by Optional Stock shall be the Purchase Price. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears Stock specified in the same proportion to written notice by XX Xxxxx described below and the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such shares of Optional Securities. Such Optional Securities shall be purchased Stock for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives XX Xxxxx to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by XX Xxxxx to the Representatives Company. The option granted hereby may be exercised by written notice being given to the Company by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the Selling Stockholders. Each date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional "Option Closing Date, if any, being sometimes referred to as a “Closing Date”), " and shall in no event be determined by the Representatives but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Selling Stockholders Option Closing Date and the First Closing Date are herein called the "Closing Dates.") The Company will deliver the Optional Securities being purchased Stock to the Underwriter (in the form of definitive certificates, issued in such names and in such denominations as the Underwriters may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding the Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price aggregate Purchase Price therefor in Federal federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn XX Xxxxx payable to the order of the Selling Stockholders, Company all at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLPXX Xxxxx. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company shall make the certificates for the Optional Securities being purchased Stock available to the Underwriters for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 a.m., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement between the Company and XX Xxxxx. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and each of the Selling Stockholders agreesStockholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholdersStockholder, at a purchase price that number of $6.6656 per share, the respective numbers shares of Firm Securities Stock (rounded up or down, as determined by the Representatives in its discretion, in order to avoid fractions) obtained by multiplying 5,333,334 shares of Firm Stock in the case of the Company and the number of shares of Firm Stock set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders for the Stock will be $6.345 per share (the “Purchase Price”). The Company and the Custodian, on behalf of the Selling Stockholders, will deliver the Firm Securities Stock to or as instructed by the Representatives for the respective accounts of the several Underwriters in a form reasonably acceptable to Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company and the Custodian given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by the Underwriters wire transfer in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to specified by the Representatives drawn Company payable to the order of the respective Company and, Broadridge Corporate Issuer Solutions, Inc. as Custodian for the Selling Stockholders for the Firm Stock sold by them all at the office offices of Xxxxx Cowen, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx & Xxxxxxxx LLP00000. Time shall be of the essence, and delivery at 9:00 the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on August 16Tuesday, 2013July 21, or at 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such other time not later than seven full business days thereafter as the Representatives payment and the Company determine, such time being delivery are herein referred to as the “First Closing Date”. For purposes The Closing Date and the location of Rule 15c6-1 under delivery of, and the Securities Exchange Act form of 1934payment for, the First Closing Date (if later than Firm Stock may be varied by agreement among the otherwise applicable settlement date) shall be Company, the settlement date for payment of funds Selling Stockholders and the Representatives. The Company, in the event the Representatives elect to have the Underwriters take delivery of securities definitive certificates instead of delivery from the Company of the Firm Stock through the facilities of The Depository Trust Company, and the Custodian, on behalf of the Selling Stockholders, shall make certificates for all the Offered Securities sold pursuant Firm Stock available to the offering. The Firm Securities so to be delivered or evidence Representatives for examination on behalf of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP Underwriters in New York, New York at least 24 hours one (1) full business day prior to the First Closing Date. In addition, upon written notice from For the Representatives given to purpose of covering any over-allotments in connection with the Company distribution and the Selling Stockholders from time to time not more than 30 days subsequent to the date sale of the Final Firm Stock as contemplated by the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase Stock. The price per Security share to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by Optional Stock shall be the Purchase Price. The Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agreesStockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Stock obtained by multiplying the number of shares of Optional Securities Stock specified in the Representatives’ notice by a fraction (subject a) the numerator of which is (i) in the case of the Company, 800,000 and (ii) in the case of the Selling Stockholders, the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Shares to such adjustments to eliminate fractional shares as you may determinebe Sold” and (b) that bears the same proportion to denominator of which is the total number of shares of Optional Securities Stock (subject to be sold on such Optional Closing Date (as defined below) as adjustment by the number Representatives to eliminate fractions). Such shares of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities Stock shall be purchased from the Company and each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the each Selling StockholdersStockholder, at a purchase price of $6.6656 23.75 per share, the respective numbers that number of Firm Offered Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule B A attached hereto. The Selling Stockholders will deliver the Firm Offered Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives, Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of each of the respective Selling Stockholders in the case of the number of shares of Offered Securities set forth opposite the name of such Selling Stockholder in Schedule A attached hereto, at the office of Cravath, Swaine & Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 9:00 A.M.10:00 a.m., New York time, on August 1619, 2013, 2015 or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Delivery of the Offered Securities so to be delivered or evidence of their issuance will shall be made available for checking at through the above office facilities of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to DTC unless the First Closing DateUnderwriter shall otherwise instruct. In addition, upon written notice from the Representatives given to Each of the Company and the Selling Stockholders from time to time not more than 30 days subsequent acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s length contractual counterparty to the date Selling Stockholders with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the Final Prospectusoffering) and not as a financial advisor or a fiduciary to, or an agent of, the Underwriters may purchase all Company, the Selling Stockholders or less than all of any other person. Additionally, the Optional Securities at Underwriter is not advising the purchase price per Security to be paid for Company, the Firm Securities, less an amount per share equal Selling Stockholders or any other person as to any dividends legal, tax, investment, accounting or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth regulatory matters in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securitiesany jurisdiction. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersStockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Each time Any review by the Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts benefit of the several Underwriters in a form reasonably acceptable to the Representatives, against payment Underwriter and shall not be on behalf of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Company or the Selling Stockholders, at the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, the Company and each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and the Selling StockholdersShareholders listed on Schedule A-2, at a purchase price of $6.6656 [ ] per shareADS and to purchase from the Selling Shareholders listed on Schedule A-1 at a purchase price of $[ · ] per ADS (the “Purchase Price”), that number of Firm Securities (rounded up or down as determined by the respective numbers Representatives in their discretion, in order to avoid fractions) obtained by multiplying 4,500,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the names name of such Selling Shareholder in Schedule A hereto, in the Underwriters case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule B heretohereto and the denominator of which is the total number of Firm Securities.Upon payment to the Selling Shareholders listed on Schedule A-1 of the gross proceeds from the offering of the Firm Securities to be sold by the Selling Shareholders, the Company shall pay $[ ] per ADS sold in the offering to the Underwriters by such Selling Shareholders in Federal (same day) funds by wire transfer, in accordance with the procedures in the next paragraph. The Company and the Selling Stockholders Shareholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account Representatives at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., [·] A.M. New York timetime on [·], on August 16, 20132018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”, against payment of the Purchase Price in Federal (same day) funds by wire transfer to (i) an account at a bank acceptable to the Representatives drawn to the order of Company in the case of 4,500,000 shares of Firm Securities and (ii) with respect to each Selling Shareholder, an account at a bank acceptable to the Representatives drawn to the order of such Selling Shareholder in the case of the Firm Shares to be sold by such Selling Shareholder as specified in Schedule A hereto (representing an aggregate of 17,500,000 shares of Firm Securities), at [·] P.M., New York time, on [ · ], 2018 or at such other time not later than five full business days thereafter as the Representatives and the Company determine in the case of the Company and [·] A.M. New York time, on [·], 2018 or at such other time not later than seven full business days thereafter as the Representatives, the Company and the Selling Shareholders determine in the case of the Selling Shareholders. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offeringoffering contemplated by this Agreement. The Delivery of the Firm Securities so to will be delivered or made through the facilities of DTC, unless the Representatives shall otherwise instruct and evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing DateRepresentatives. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional SecuritiesPurchase Price. Each Selling Stockholder Shareholder agrees, severally and not jointly, to sell to the Underwriters the number of shares respective numbers of Optional Securities (subject to such adjustments rounded up or down by the Representatives to eliminate fractional shares as you may determinefractions) that bears obtained by multiplying the same proportion to number of Optional Securities specified in such notice by a fraction the total numerator of which is the number of shares set forth opposite the names of such Selling Shareholder in Schedule A hereto under the caption “Number of Optional Securities to be sold on such Optional Closing Date (as defined below) as Sold” and the number denominator of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to which is the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling StockholdersShareholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each other Optional Closing Date, if any, each being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Shareholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price Purchase Price therefor in Federal (same day) funds by official bank check or checks or wire transfer to, with respect to each Selling Shareholder, an account at a bank acceptable to the Representatives drawn to the order of such other Selling Shareholder in the Selling Stockholders, at case of the above office of Xxxxx Xxxx & Xxxxxxxx LLP. The Optional Securities being purchased on each to be sold by such Selling Shareholder as specified in Schedule A. The delivery of the Optional Closing Date or Securities will be made through the facilities of DTC unless the Representatives shall otherwise instruct and evidence of their issuance will be made available for checking at to the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing DateRepresentatives.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, the Company and each of the Selling Stockholders agreesStockholder agree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its name in Schedule A heretoeach Underwriter, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling StockholdersStockholder, at a purchase price of $6.6656 17.376 per share, that number of Firm Securities (rounded up or down, as determined by the respective numbers Representatives in their discretion, in order to avoid fractions) obtained by multiplying 6,000,000 Firm Securities in the case of the Company and the number of Firm Securities set forth opposite the names name of the Underwriters such Selling Stockholder in Schedule B hereto, in the case of a Selling Stockholder, in each case by a fraction the numerator of which is the number of Firm Securities set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Securities. The Company and the Selling Stockholders will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Company or the Selling Stockholders Stockholders, as applicable, at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx Xxxx & Xxxxxxxx LLP0000, Xxxxxxx, Xxxxx 00000, at 9:00 A.M., New York time, on August December 16, 20132019, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Delivery of the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to DTC unless the First Closing DateRepresentatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities as to which the Underwriters are exercising the option and (ii) the time, less an amount per share equal to any dividends or distributions declared by the Company date and payable on the Firm Securities and not place at which the Optional SecuritiesSecurities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). Each The Selling Stockholder agreesStockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to such adjustments adjustment by the Representatives to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securitiesfractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholders, at the above office of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP. The delivery of any Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at through the above office facilities of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time in advance of such Optional Closing Datethe DTC unless the Representatives shall otherwise instruct.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, each of the Selling Stockholders agrees, severally and not jointly, Stockholder agrees to sell to the Underwriters Underwriter, and the Underwriter agrees to purchase from the Selling Stockholder, at a purchase price of $44.62 per ADS, each representing 1,039 shares of Common Stock, the number of Firm Securities set forth opposite its the name of the Underwriter in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 per share, the respective numbers of Firm Securities set forth opposite the names of the Underwriters in Schedule B hereto. The Selling Stockholders Stockholder will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriter, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the respective Selling Stockholders Stockholder at the office of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M.A.M, New York time, on August 16December 11, 20132006, or at such other time not later than seven full business days thereafter as the Representatives Underwriter and the Company determineSelling Stockholder determines, such time being herein referred to as the “First Closing Date”. .” For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The ADRs evidencing the Firm Securities so to be delivered or evidence of their issuance will be made available for checking at in definitive form, in such denominations and registered in such names as the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours Underwriter requests upon reasonable notice prior to the First Closing Date. In addition, upon written notice from the Representatives Underwriter given to the Company Bank and the Selling Stockholders Stockholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security ADS to be paid for the Firm Securities, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and not the Optional Securities. Each The Selling Stockholder agrees, severally and not jointly, agrees to sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of shares of Optional Securities to be sold on such Optional Closing Date (as defined below) as Underwriter the number of Optional Securities set forth specified in Schedule A hereto opposite such notice and the name of such Selling Stockholder bears to the total number of Optional Securities. The Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the UnderwritersUnderwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the 12 Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company and the Selling StockholdersStockholder. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is givengiven to the Selling Stockholder. The Selling Stockholders Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the RepresentativesUnderwriter, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Selling Stockholders, Stockholder at the above office of Xxxxxx Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP. The ADRs evidencing the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance so to be delivered will be made available for checking at in definitive form, in such denominations and registered in such names as the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a Underwriter requests upon reasonable time in advance of notice prior to such Optional Closing Date. In addition, the Underwriter hereby agrees to provide to the Selling Stockholder within 60 days after the First Closing Date a certificate of U.S. residency on United States Internal Revenue Service Form 6166.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and contained, but subject to the terms and conditions herein set forth, the Company and each Selling Shareholder agree, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, that number of shares of Firm Stock (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying shares of Firm Stock, in the case of the Company, and the number of shares of Firm Stock set forth hereinopposite the name of such Selling Shareholder in Schedule B hereto, in the case of a Selling Shareholder, in each case by a fraction the numerator of which is the number of shares of Firm Stock set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of shares of Firm Stock. The purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Stock will be $ per share (the “Purchase Price”). The Company and the Selling Shareholders will deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below)) against payment of the aggregate Purchase Price therefor by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of the Company and [insert name of custodian] as Custodian for the Selling Stockholders agreesShareholders, all at the offices of . Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on , 2003, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of, delivery of, and the form of payment for, the Firm Stock may be varied by agreement among the Company, the Selling Shareholders and XX Xxxxx. The Company and the Selling Shareholders shall make the certificates for the Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York at least twenty-four hours prior to the First Closing Date. For the purpose of covering any over allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters may purchase from the Selling Shareholders all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Selling Shareholders agree, severally and not jointly, to sell to the Underwriters up to all of the number of Firm Securities set forth opposite its name in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price shares of $6.6656 per share, the respective numbers of Firm Securities Optional Stock set forth opposite the names of the Underwriters such Selling Shareholders in Schedule B hereto. The Selling Stockholders will deliver hereto under the Firm Securities caption “Number of Optional Shares to or be Sold,” in such aggregate amounts as instructed determined by the Representatives for in their discretion; provided, however, that in the accounts event the Representatives shall exercise the right, on behalf of the several Underwriters in a form reasonably acceptable Underwriters, to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, at 9:00 A.M., New York time, on August 16, 2013, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx & Xxxxxxxx LLP at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at Stock, each Selling Shareholder shall sell that number of shares set forth opposite his, her or its name on Schedule B in the purchase price per Security same proportion, relative to be paid for the Firm Securitiesother Selling Shareholders, less an amount per share equal as that number of total shares of Optional Stock subject to any dividends or distributions declared the over-allotment option set forth in this Section 3 (subject to adjustment by XX Xxxxx to eliminate fractions), and provided further that, in the event the aggregate number of shares of Optional Stock sold by the Selling Shareholders is less than the aggregate number of shares of Optional Stock exercised by the Representatives, the Company and payable on the Firm Securities and not the Optional Securities. Each Selling Stockholder agrees, severally and not jointly, to shall sell to the Underwriters the number of shares of Optional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears Stock that, together with the same proportion to the total number of shares of Optional Securities to be Stock sold on such Optional Closing Date (as defined below) as by the Selling Shareholders, equals the number of Optional Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder bears to the total number shares of Optional Securities. The Underwriters agree, severally and not jointly, to purchase such Optional SecuritiesStock exercised by the Representatives. Such shares of Optional Securities Stock shall be purchased from the Company and each Selling Shareholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities Stock set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities Stock (subject to adjustment by the Representatives XX Xxxxx to eliminate fractions) and ). The option granted hereby may be purchased by exercised as to all or any part of the UnderwritersOptional Stock at any time, and from time to time, not more than thirty (30) days subsequent to the date of this Agreement. No Optional Securities Stock shall be sold or and delivered unless the Firm Securities Stock previously have has been, or simultaneously areis, sold and delivered. The right to purchase the Optional Securities Stock or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives XX Xxxxx to the Company and the Selling StockholdersShareholders. Each The option granted hereby may be exercised by written notice being given to the Company and the Selling Shareholders by XX Xxxxx setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for the delivery of and payment for the Optional Securities, being herein referred to as an “Stock. Each date and time for delivery of and payment for the Optional Closing Date”, Stock (which may be the First Closing Date (Date, but not earlier) is herein called the First Closing Date and each Optional “Option Closing Date, if any, being sometimes referred to as a “Closing Date”), ” and shall in no event be determined by the Representatives but shall be not earlier than two (2) business days nor later than five full (5) business days after written notice of election to purchase Optional Securities is given. (The Option Closing Date and the First Closing Date are herein called the “Closing Dates”.) The Company and the Selling Stockholders Shareholders will deliver the Optional Securities being purchased Stock to the Underwriters (in the form of definitive certificates, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on each Optional the second full business day preceding the Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price aggregate Purchase Price therefor in Federal federal (same day) funds by certified or official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn XX Xxxxx payable to the order of the Company [insert name of custodian] as Custodian for the Selling Stockholders, Shareholders all at the above office offices of Xxxxx Xxxx & Xxxxxxxx LLP. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company and the Selling Shareholders shall make the certificates for the Optional Securities being purchased Stock available to the Representatives for examination on each Optional behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, on the business day preceding the Option Closing Date. The Option Closing Date or evidence and the location of their issuance will delivery of, and the form of payment for, the Optional Stock may be made available varied by agreement among the Company, the Selling Shareholders and XX Xxxxx. The several Underwriters propose to offer the Stock for checking at sale upon the above office of Xxxxx Xxxx & Xxxxxxxx LLP at a reasonable time terms and conditions set forth in advance of such Optional Closing Datethe Prospectus.

Purchase, Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions set forth herein, each of the Selling Stockholders agreesagree, severally and not jointly, to sell to the Underwriters the number of Firm Securities set forth opposite its the name of such Selling Stockholder in Schedule A B hereto, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholders, at a purchase price of $6.6656 11.73 per share, the respective numbers number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule B A hereto. The Selling Stockholders will deliver the Firm Securities will be delivered by or on behalf of the Selling Stockholder to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the respective applicable Selling Stockholders at the office of Xxxxx Xxxx & Xxxxxxxx LLP, Stockholder at 9:00 A.M., New York time, on August 16September 30, 20132015, or at such other time not later than seven full business days thereafter as the Representatives and the Company Selling Stockholders determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold on such date pursuant to the offering. The Firm Offered Securities so to be delivered or evidence of their issuance will be made available for checking at the above office offices of Xxxxxx & Xxxxxxx LLP at 000 Xxxxx Xxxx & Xxxxxxxx LLP Xxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company and the Selling Stockholders SEP Funds from time to time time, not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. The SEP Funds agree, severally and not jointly, to sell to the Underwriters, at the same purchase price per share to be paid by the Underwriters with respect to the Firm Securities pursuant hereto (less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities and but not payable on the Optional Securities. Each Selling Stockholder agrees), and each of the Underwriters, severally and not jointly, agrees to sell to the Underwriters purchase from each SEP Fund, at such purchase price per share, the number of shares of Optional Securities so exercised upon (subject to such adjustments adjustment as the Representatives may determine to eliminate avoid fractional shares as you may determineshares) that bears the same proportion to the total number of shares of Optional Securities to that may be sold by such SEP Fund as set forth on such Optional Closing Date (as defined below) Schedule B hereto, as the number of Optional Firm Securities set forth in Schedule A hereto opposite the name of such Selling Stockholder Underwriter in Schedule A hereto bears to the total number of Optional Firm Securities. The Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time not more than 30 days subsequent to the date of the Final Prospectus and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company and the Selling Stockholderseach SEP Fund. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “Optional Closing Date”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholders Each SEP Fund will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Selling Stockholderseach SEP Fund, at the above office of Xxxxx Xxxx & Xxxxxxxx LLPas applicable. The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made available for checking at the above office of Xxxxx Xxxx Xxxxxx & Xxxxxxxx Xxxxxxx LLP at a reasonable time in advance of such Optional Closing Date.